HOSPITALITY PROPERTIES TRUST (NASDAQ:HPT) Files An 8-K Other Events
Item 8.01. Other Events.
As previously reported, we entered a Transaction Agreement with
TA on June 1, 2015, as amended on June 22, 2016, to, among other
things, purchase from TA four travel centers upon TAs completion
of their development and to leaseback these properties to TA
under our leases with TA. Also as previously reported, we
completed the purchase and leaseback of one of the development
properties on March 31, 2016, one of the development properties
on June 30, 2016 and one of the development properties on
September 30, 2016. The Transaction Agreement, as amended, and
related transactions are described further in Note 5 to the
Consolidated Financial Statements included in our Annual Report
on Form 10-K for the year ended December 31, 2016, or our Annual
Report, which description is incorporated herein by reference.
TA on June 1, 2015, as amended on June 22, 2016, to, among other
things, purchase from TA four travel centers upon TAs completion
of their development and to leaseback these properties to TA
under our leases with TA. Also as previously reported, we
completed the purchase and leaseback of one of the development
properties on March 31, 2016, one of the development properties
on June 30, 2016 and one of the development properties on
September 30, 2016. The Transaction Agreement, as amended, and
related transactions are described further in Note 5 to the
Consolidated Financial Statements included in our Annual Report
on Form 10-K for the year ended December 31, 2016, or our Annual
Report, which description is incorporated herein by reference.
On May 3, 2017, in connection with the Transaction Agreement, as
amended, we entered into a development property agreement with
TA, or the Development Property Agreement. That same day, to the
Development Property Agreement, we acquired from TA, for
approximately $27.6 million, the remaining travel center we
agreed to acquire upon completion of its development to the
Transaction Agreement, as amended, and we have leased back that
travel center to TA.
amended, we entered into a development property agreement with
TA, or the Development Property Agreement. That same day, to the
Development Property Agreement, we acquired from TA, for
approximately $27.6 million, the remaining travel center we
agreed to acquire upon completion of its development to the
Transaction Agreement, as amended, and we have leased back that
travel center to TA.
In connection with the Development Property Agreement, we and TA
entered into a seventh amendment to our TA No. 4 agreement to add
the travel center that we acquired from TA on May 3, 2017.
Minimum annual rent under our TA No. 4 agreement increased by
approximately $2.3 million as a result. As a result of this
amendment, minimum annual rent under our TA No. 4 agreement is
approximately $50.7 million as of May 3, 2017.
entered into a seventh amendment to our TA No. 4 agreement to add
the travel center that we acquired from TA on May 3, 2017.
Minimum annual rent under our TA No. 4 agreement increased by
approximately $2.3 million as a result. As a result of this
amendment, minimum annual rent under our TA No. 4 agreement is
approximately $50.7 million as of May 3, 2017.
The foregoing descriptions of the Transaction Agreement, as
amended, the Development Property Agreement, the TA No. 4
agreement and the amendments thereto, and the other agreements
entered into in connection with the Transaction Agreement, as
amended, are not complete and are qualified in their entirety by
reference to the full text of the Development Property Agreement,
the TA No. 4 agreement and the amendments thereto and such other
agreements, copies of which are filed as Exhibits 10.1 and 10.2
to this Current Report on Form 8-K, Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2016,
Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated
September 30, 2016, Exhibits 10.1 and 10.2 to our Current Report
on Form 8-K dated June 30, 2016, Exhibits 10.1 through 10.8 to
our Current Report on Form 8-K dated June 22, 2016, Exhibits 10.1
and 10.2 to our Current Report on Form 8-K dated March 31, 2016,
Exhibits 10.1, 10.2 and 10.3 to our Current Report on Form 8-K
dated September 23, 2015, Exhibits 10.1 and 10.2 to our Current
Report on Form 8-K dated June 23, 2015, Exhibits 10.1 and 10.2 to
our Current Report on Form 8-K dated June 16, 2015, Exhibits 10.1
through 10.10 to our Current Report on Form 8-K dated June 9,
2015 and Exhibit 10.1 to our Current Report on Form 8-K dated
June 1, 2015 and are incorporated by reference herein.
amended, the Development Property Agreement, the TA No. 4
agreement and the amendments thereto, and the other agreements
entered into in connection with the Transaction Agreement, as
amended, are not complete and are qualified in their entirety by
reference to the full text of the Development Property Agreement,
the TA No. 4 agreement and the amendments thereto and such other
agreements, copies of which are filed as Exhibits 10.1 and 10.2
to this Current Report on Form 8-K, Exhibit 10.2 to our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2016,
Exhibits 10.1 and 10.2 to our Current Report on Form 8-K dated
September 30, 2016, Exhibits 10.1 and 10.2 to our Current Report
on Form 8-K dated June 30, 2016, Exhibits 10.1 through 10.8 to
our Current Report on Form 8-K dated June 22, 2016, Exhibits 10.1
and 10.2 to our Current Report on Form 8-K dated March 31, 2016,
Exhibits 10.1, 10.2 and 10.3 to our Current Report on Form 8-K
dated September 23, 2015, Exhibits 10.1 and 10.2 to our Current
Report on Form 8-K dated June 23, 2015, Exhibits 10.1 and 10.2 to
our Current Report on Form 8-K dated June 16, 2015, Exhibits 10.1
through 10.10 to our Current Report on Form 8-K dated June 9,
2015 and Exhibit 10.1 to our Current Report on Form 8-K dated
June 1, 2015 and are incorporated by reference herein.
Information Regarding Certain Relationships and Related Person
Transactions
Transactions
TA was our 50% owned subsidiary until we distributed its common
shares to our shareholders in 2007. We are TAs largest
shareholder owning, as of December 31, 2016, approximately 8.7%
of TAs outstanding common shares. Mr. Barry Portnoy, who is one
of our Managing Trustees, is a managing director of TA. Mr.
Thomas OBrien, the other managing director and the President and
Chief Executive Officer of TA, was an executive officer of ours
until 2007. We have significant continuing relationships with TA,
including the lease arrangements referred to in this Current
Report on Form 8-K. Mr. Barry Portnoy, and his son, Mr. Adam
Portnoy, who is our other Managing Trustee, are officers and
employees of The RMR Group LLC, or RMR LLC, our manager, and
together own a controlling interest in, and are directors and
officers of, The RMR Group Inc., or RMR Inc., the managing member
of RMR LLC. We own shares of class A common stock of RMR Inc.
Each of our executive officers is also an officer of RMR LLC,
including Mr. Ethan Bornstein, who is the son-in-law of Mr. Barry
Portnoy and the brother-in-law of Mr. Adam Portnoy. Certain
executive officers of TA are also officers of RMR LLC. Our
Independent Trustees also serve as independent directors or
shares to our shareholders in 2007. We are TAs largest
shareholder owning, as of December 31, 2016, approximately 8.7%
of TAs outstanding common shares. Mr. Barry Portnoy, who is one
of our Managing Trustees, is a managing director of TA. Mr.
Thomas OBrien, the other managing director and the President and
Chief Executive Officer of TA, was an executive officer of ours
until 2007. We have significant continuing relationships with TA,
including the lease arrangements referred to in this Current
Report on Form 8-K. Mr. Barry Portnoy, and his son, Mr. Adam
Portnoy, who is our other Managing Trustee, are officers and
employees of The RMR Group LLC, or RMR LLC, our manager, and
together own a controlling interest in, and are directors and
officers of, The RMR Group Inc., or RMR Inc., the managing member
of RMR LLC. We own shares of class A common stock of RMR Inc.
Each of our executive officers is also an officer of RMR LLC,
including Mr. Ethan Bornstein, who is the son-in-law of Mr. Barry
Portnoy and the brother-in-law of Mr. Adam Portnoy. Certain
executive officers of TA are also officers of RMR LLC. Our
Independent Trustees also serve as independent directors or
independent trustees of other public companies to which RMR LLC
or its affiliates provide management services. Mr. Barry
Portnoy serves as a managing director or managing trustee of
those companies and Mr. Adam Portnoy serves as a managing
trustee of a majority of those companies. In addition, officers
of RMR LLC serve as our officers and as certain officers of
those companies. RMR LLC provides both business and property
management services to us under our business and property
management agreements with RMR LLC and provides services to
other companies, including TA.
or its affiliates provide management services. Mr. Barry
Portnoy serves as a managing director or managing trustee of
those companies and Mr. Adam Portnoy serves as a managing
trustee of a majority of those companies. In addition, officers
of RMR LLC serve as our officers and as certain officers of
those companies. RMR LLC provides both business and property
management services to us under our business and property
management agreements with RMR LLC and provides services to
other companies, including TA.
For further information about these and other such
relationships and related person transactions, please see our
Annual Report, our definitive Proxy Statement for our 2017
Annual Meeting of Shareholders, or our Proxy Statement, and our
other filings with the Securities and Exchange Commission, or
the SEC, including Note 10 to the Consolidated Financial
Statements included in our Annual Report, the sections
captioned Business, Managements Discussion and Analysis of
Financial Condition and Results of OperationsRelated Person
Transactions and Warning Concerning Forward Looking Statements
of our Annual Report, the section captioned Related Person
Transactions and the information regarding our Trustees and
executive officers in our Proxy Statement. In addition, please
see the section captioned Risk Factors of our Annual Report for
a description of risks that may arise as a result of these and
other related person transactions and relationships. Our
filings with the SEC and copies of certain of our agreements
with these related parties are publicly available as exhibits
to our public filings with the SEC and accessible at the SECs
website, www.sec.gov.
relationships and related person transactions, please see our
Annual Report, our definitive Proxy Statement for our 2017
Annual Meeting of Shareholders, or our Proxy Statement, and our
other filings with the Securities and Exchange Commission, or
the SEC, including Note 10 to the Consolidated Financial
Statements included in our Annual Report, the sections
captioned Business, Managements Discussion and Analysis of
Financial Condition and Results of OperationsRelated Person
Transactions and Warning Concerning Forward Looking Statements
of our Annual Report, the section captioned Related Person
Transactions and the information regarding our Trustees and
executive officers in our Proxy Statement. In addition, please
see the section captioned Risk Factors of our Annual Report for
a description of risks that may arise as a result of these and
other related person transactions and relationships. Our
filings with the SEC and copies of certain of our agreements
with these related parties are publicly available as exhibits
to our public filings with the SEC and accessible at the SECs
website, www.sec.gov.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
10.1
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Development Property Agreement, dated May 3, 2017,
between HPT TA Properties Trust and TA Operating LLC. |
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10.2
|
Seventh Amendment to Amended and Restated Lease Agreement
No. 4, dated May 3, 2017, among HPT TA Properties Trust, HPT TA Properties LLC and TA Operating LLC. |
About HOSPITALITY PROPERTIES TRUST (NASDAQ:HPT)
Hospitality Properties Trust is a real estate investment trust. The Company owns approximately 300 hotels with over 45,860 rooms or suites, and approximately 190 travel centers. The Company’s segments include hotel investments, travel center investments and corporate. The Company’s properties are located in approximately 50 states in the United States, Canada and Puerto Rico. The Company’s hotels are operated as Courtyard by Marriott, Royal Sonesta, Sonesta Hotels & Resorts, Candlewood Suites, Residence Inn by Marriott, Sonesta ES Suites, Crowne Plaza Hotels & Resorts, Staybridge Suites, Hyatt Place, Wyndham Grand, Wyndham Hotels & Resorts, InterContinental Hotels & Resorts, Marriott Hotels and Resorts, the Clift Hotel, Radisson Hotels & Resorts, TownePlace Suites by Marriott, Hawthorn Suites, Country Inns & Suites by Carlson, Holiday Inn Hotels & Resorts, SpringHill Suites by Marriott, and Park Plaza Hotels & Resorts. HOSPITALITY PROPERTIES TRUST (NASDAQ:HPT) Recent Trading Information
HOSPITALITY PROPERTIES TRUST (NASDAQ:HPT) closed its last trading session down -0.26 at 31.54 with 355,122 shares trading hands.